Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Date of report (date of earliest event reported):
November 20, 2019

TONIX PHARMACEUTICALS HOLDING CORP.

(Exact name of registrant as specified in
its charter)

Nevada

001-36019

26-1434750

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

509 Madison Avenue, Suite 1608, New York, New
York 10022

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including
area code: (212) 980-9155

Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):

Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered
pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

TNXP

The NASDAQ Global Market

Item 8.01.

Other Events.

On November 19, 2019 Tonix Pharmaceuticals Holding Corp., a Nevada corporation, (the “Company”),
closed its previously announced public offering (the “Offering”) of an aggregate of (i) 547,420 Class A Units (the
“Class A Units”), with each Class A Unit consisting of one share of the Company’s common stock, par value $0.001
per share (the “Common Stock”), one five-year warrant (each, a “Warrant” and collectively, the “Warrants”)
to purchase one share of Common Stock at an exercise price equal to $1.94 per share of Common Stock, and one-half of one common
warrant to purchase one share of Common Stock at an exercise price equal to $1.94 per share of Common Stock (each, a “Common
Warrant”, and collectively, the “Common Warrants”), with each Class A Unit to be offered to the public at a public
offering price of $1.94, and (ii) 7,938 Class B Units (the “Class B Units”, and together with the Class A Units, the
“Units”), with each Class B Unit offered to the public at a public offering price of $1,000 per Class B Unit and consisting
of one share of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), with a stated
value of $1,000 and convertible into 515.464 shares of Common Stock at the conversion price of $1.94 per share, Warrants to purchase
515.464 shares of Common Stock at an exercise price equal to $1.94 per share of Common Stock, and Common Warrants to purchase 257.732
shares of Common Stock at an exercise price equal to $1.94 per share of Common Stock.

On November 20, 2019, the
Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit
99.01 and is incorporated herein by reference.